AMERIPRIME FUNDS AMENDMENT NO. 20
AGREEMENT AND DECLARATION OF TRUST
1........Pursuant to Sections 4.1 and 7.3 of the Agreement and
Declaration of Trust of AmeriPrime Funds, and effective upon the execution of
this document, the undersigned, being a majority of the trustees of AmeriPrime
Funds, hereby:
(a) establish a new series of shares of the Trust and designate such
series as the "Ariston Internet Convertible Fund" with two classes of shares,
designated the "Premier Class" and the "Elite Class,"
(b) abolish the series designated as the MAI Enhanced Equity Benchmark
Fund, MAI Enhanced Growth & Income Fund, MAI Enhanced Aggressive Growth Fund,
MAI Enhanced Income Fund, MAI Enhanced Capital Appreciation Fund, MAI Enhanced
Global Fund and the Worthington Theme Fund.
(c) change the designation of the series of shares designated as the
"Marathon Value Fund" to the "Marathon Value Portfolio."
(d) the relative rights and preferences of each designated series shall
be those rights and preferences set forth in Section 4.2 of the Agreement and
Declaration of Trust of AmeriPrime Funds.
2........This document shall have the status of an Amendment to said
Agreement and Declaration of Trust, and may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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Dated: February 29, 2000